FORWARD-LOOKING STATEMENTS





This report contains forward-looking statements within the meaning and
protections of section 27A of the Securities Act of 1933, as amended, and
section 21E of the Securities Exchange Act of 1934, as amended. Important
factors that could cause actual results to differ materially from the
forward-looking statements we make in this Quarterly Report on Form 10-Q and in
other reports or documents that we file from time to time with the SEC include,
but are not limited to, the following:



• the negative impacts and disruptions resulting from the outbreak of the

novel coronavirus, or COVID-19, on the economies and communities we serve,

which has had and may continue to have an adverse impact on our business

operations and performance, and has and may continue to have a negative

impact on our credit portfolio, stock price, borrowers and the economy as a


      whole both globally and domestically;


  • government or regulatory responses to the COVID-19 pandemic;

• balance sheet and revenue growth expectations may differ from actual results;

• the risk that our provision for loan losses may be inadequate or may be


      negatively affected by credit risk exposure;


  • loan growth expectations;

• management's predictions about charge-offs, including energy-related

credits, the impact of changes in oil and gas prices on our energy

portfolio, and the downstream impact on businesses that support that sector,

especially in the Gulf Coast Region;

• the risk that our enterprise risk management framework may not identify or

address risks adequately, which may result in unexpected losses;

• the impact of the transaction with MidSouth or future business combinations


      upon our performance and financial condition including our ability to
      successfully integrate the businesses;


  • deposit trends;


  • credit quality trends;


  • changes in interest rates;


  • the impact of reference rate reform;


  • net interest margin trends;


  • future expense levels;


  • improvements in expense to revenue (efficiency ratio);


  • success of revenue-generating initiatives;

• the effectiveness of derivative financial instruments and hedging activities

to manage risks;

• risks related to our reliance on third parties to provide key components of

our business infrastructure, including the risks related to disruptions in

services or financial difficulties of a third-party vendor;

• risks related to the ability of our operational framework to manage risks

associated with our business such as credit risk and operation risk,

including third-party vendors and other service providers, which could among


      other things, result in a breach of operating or security systems as a
      result of a cyber-attack or similar act;


  • projected tax rates;


  • future profitability;


• purchase accounting impacts, such as accretion levels;

• our ability to identify and address potential cybersecurity risks,

heightened by the increased use of our virtual private network platform,

including data security breaches, credential stuffing, malware,

"denial-of-service" attacks, "hacking" and identity theft, a failure of

which could disrupt our business and result in the disclosure of and/or

misuse or misappropriation of confidential or proprietary information,

disruption or damage to our systems, increased costs, losses, or adverse

effects to our reputation;

• our ability to receive dividends from Hancock Whitney Bank could affect our

liquidity, including our ability to pay dividends or take other capital

actions;

• a material decrease in net income or a net loss over several quarters could

result in a decrease in, or the elimination of, our quarterly cash dividend;

• the impact on our financial results, reputation, and business if we are

unable to comply with all applicable federal and state regulations or other

supervisory actions or directives and any necessary capital initiatives;

• our ability to effectively compete with other traditional and

non-traditional financial services companies, some of whom possess greater


      financial resources than we do or are subject to different regulatory
      standards than we are;

• our ability to maintain adequate internal controls over financial reporting;

• potential claims, damages, penalties, fines and reputational damage

resulting from pending or future litigation, regulatory proceedings and

enforcement actions, including costs and effects of litigation related to

our participation in stimulus programs associated with the government's


      response to the COVID-19 pandemic;


  • the financial impact of future tax legislation; and


   •  changes in laws and regulations affecting our businesses, including

legislation and regulations relating to bank products and services, as well


      as changes in the enforcement and interpretation of such laws and
      regulations by applicable governmental


                                       43

--------------------------------------------------------------------------------


  Table of Contents


and self-regulatory agencies, which could require us to change certain

business practices, increase compliance risk, reduce our revenue, impose

additional costs on us, or otherwise negatively affect our businesses.




Also, any statement that does not describe historical or current facts is a
forward-looking statement. These statements often include the words "believes,"
"expects," "anticipates," "estimates," "intends," "plans," "forecast," "goals,"
"targets," "initiatives," "focus," "potentially," "probably," "projects,"
"outlook," or similar expressions or future conditional verbs such as "may,"
"will," "should," "would," and "could." Forward-looking statements are based
upon the current beliefs and expectations of management and on information
currently available to management. Our statements speak as of the date hereof,
and we do not assume any obligation to update these statements or to update the
reasons why actual results could differ from those contained in such statements
in light of new information or future events.

Forward-looking statements are subject to significant risks and uncertainties.
Investors are cautioned against placing undue reliance on such statements.
Actual results may differ materially from those set forth in the forward looking
statements. Additional factors that could cause actual results to differ
materially from those described in the forward-looking statements can be found
in Part I, Item 1A. "Risk Factors" in our Annual Report on Form 10-K for the
year ended December 31, 2019, Part II, Item 1A. "Risk Factors" in our Quarterly
Report on Form 10-Q for the quarterly period ended March 31, 2020, Part II, Item
1A. "Risk Factors" in this Quarterly Report on Form 10-Q, and in other periodic
reports that we file with the SEC.

You are cautioned not to place undue reliance on these forward-looking
statements. We do not intend, and undertake no obligation, to update or revise
any forward-looking statements, whether as a result of differences in actual
results, changes in assumptions or changes in other factors affecting such
statements, except as required by law.

OVERVIEW

Non-GAAP Financial Measures



Management's Discussion and Analysis of Financial Condition and Results of
Operations include non-GAAP measures used to describe our performance. These
non-GAAP financial measures have inherent limitations as analytical tools and
should not be considered on a standalone basis or as a substitute for analyses
of financial condition and results as reported under GAAP. Non-GAAP financial
measures are not standardized and therefore, it may not be possible to compare
these measures with other companies that present measures having the same or
similar names. These disclosures should not be considered an alternative to
GAAP.

A reconciliation of those measures to GAAP measures are provided within the
Selected Financial Data section that appears later in this item. The following
is a summary of these non-GAAP measures and an explanation as to why they are
deemed useful.

Consistent with Securities and Exchange Commission Industry Guide 3, we present
net interest income, net interest margin and efficiency ratios on a fully
taxable equivalent ("te") basis. The te basis adjusts for the tax-favored status
of net interest income from certain loans and investments using a statutory
federal tax rate of 21% to increase tax-exempt interest income to a taxable
equivalent basis. We believe this measure to be the preferred industry
measurement of net interest income, and that it enhances comparability of net
interest income arising from taxable and tax-exempt sources.

We present certain additional non-GAAP financial measures to assist the reader
with a better understanding of the Company's performance period over period, as
well as to provide investors with assistance in understanding the success
management has experienced in executing its strategic initiatives. These
non-GAAP measures may reference the concept "operating." We use the term
"operating" to describe a financial measure that excludes income or expense
considered to be nonoperating in nature. Items identified as nonoperating are
those that, when excluded from a reported financial measure, provide management
or the reader with a measure that may be more indicative of forward-looking
trends in our business.

We define Operating Pre-Provision Net Revenue as total revenue (te) less
noninterest expense, excluding nonoperating items. Management believes that
operating pre-provision net revenue is a useful financial measure because it
enables investors and others to assess the Company's ability to generate capital
to cover credit losses through a credit cycle.

We define Operating Earnings as reported net income excluding nonoperating items
net of income tax. We define Operating Earnings per Share as operating earnings
expressed as an amount available to each common shareholder on a diluted basis.

Impact of COVID-19



Much of the United States began the second quarter of 2020 with some degree of
mandated closures for non-essential businesses to allow for social distancing
measures in an effort to slow the spread of COVID-19. The economic fallout from
the closures has resulted in significant economic harm nationally and across the
footprint we serve. Incidence of infections has increased in our footprint in

                                       44

--------------------------------------------------------------------------------

Table of Contents





recent weeks, resulting in delays in planned phased economic reopenings. The
fiscal stimulus packages announced in the latter part of the first quarter,
including direct payments to consumers, unemployment benefits, and Paycheck
Protection Program (PPP) loans, have helped to ease the negative impact to some
extent. According to the Bureau of Economic Analysis, consumer spending
increased 8.2% in May following declines of 6.6% in March and 12.6% in April.
Further, according to the Bureau of Labor Statistics, the national employment
market has experienced recent growth, with 2.7 million jobs added in May and 4.8
million in June across a variety of industries, most prevalently in the
hospitality industry. Despite the recent growth, industries where we have
significant concentration remain under financial pressure. Unemployment rates
across our footprint are trending favorably since peaking in April. The impact
to our business will be contingent upon the pace and success of business
reopening measures in our markets, advancements for treatment and/or vaccines,
and restoration of consumer confidence, which would allow for a successful
restart of the economy. Timing and success of these items are difficult to
predict; therefore, significant uncertainty exists for the near term. These
economic conditions have been reflected in our second quarter results most
notably through the allowance for credit losses and losses associated with a
sale of a portion of our energy portfolio, discussed in more detail below.



The Company utilizes economic forecasts produced by Moody's Analytics (Moody's)
that provide various scenarios to assist with the development of our outlook.
These forecasts are anchored on a baseline forecast scenario, which by
definition reflects a 50% probability distribution that the economy will perform
better or worse than the forecasted baseline parameters. Several upside and
downside scenarios are also provided that are derived from the baseline
scenario. The June 2020 baseline scenario reflects the continued damage caused
by the pandemic on the global economy with a sharp and severe recession that
began in the latter part of the first quarter and continued through the second
quarter. This scenario assumes the worst of the economic fallout from the virus
occurred in the second quarter and that recovery begins in the third quarter of
2020, but at a slower pace than forecasted in the March 2020 scenarios. Key
underlying assumptions are that (1) a second wave of the virus that seriously
disrupts businesses again is not expected, (2) a vaccine will be made widely
available in summer 2021, and (3) to support the economy, lawmakers will pass an
additional stimulus bill in the second half of 2020. Further, the forecast
includes the assumption that the Federal Reserve will continue to respond to the
economic damage by maintaining rates at near zero until late 2023, providing
liquidity to short-term funding markets, maintaining reduced bank capital,
liquidity and reserve requirements, and utilizing unlimited quantitative easing
through purchases of treasuries and agency mortgage backed securities.

The alternative Moody's forecast scenarios have varying degrees of positive and
negative severity of the outcome of the economic downturn, as well as varying
shapes and length of recovery. Management determined that assumptions provided
for in the stronger and slower near-term growth scenarios (S-1 and S-2,
respectively) were reasonably possible, and as such, the S-1 and S-2 scenarios
were given consideration through probability weighting in our allowance for
credit losses calculation at June 30, 2020. We believe the alternative scenarios
provided for are less likely to occur than baseline and have weighted them
accordingly in developing our overall economic outlook. The extent to which
observed and forecasted economic conditions deteriorate or recover beyond that
currently forecasted may result in additional volatility and allowance for
credit loss builds or releases in the future. Changes in the depth and duration
of these unprecedented economic conditions may also require revisions to our
currently forecasted cash flows that could result in impairment of certain
intangible or other assets in future periods.

Our response at the outset of the pandemic was proactive and continues to be
adaptive to current and forecasted economic and social conditions. Business
continuity plans continue to be effective in maintaining operations and we
continue to meet the needs of the customers we serve. Our online and mobile
banking applications have also allowed us to continue to assist our customers. A
mix of corporate service team members continue to support our operations
effectively remotely. We have continued to take appropriate measures to maintain
our liquidity and strengthen our balance sheet while maintaining solid capital
levels. These measures include, among other things, increasing our line of
credit with the Federal Reserve to $4.7 billion and increasing other internal
sources (i.e. free securities and balances kept at the Federal Reserve) to $3.9
billion, to provide total net liquidity of $17.4 billion at June 30, 2020, an
increase of $3.4 billion linked quarter. These measures have allowed the Company
to continue to effectively support and participate in the various economic
relief strategies employed at the federal level and provide loan payment
deferral options in response to the pandemic to assist new and existing
customers. In mid-May, deferral modifications of principal, and/or interest,
under this program peaked at $3.6 billion. Demand or need for such modifications
has diminished significantly since then, with $2.7 billion and $1.4 billion on
active deferrals as of June 30 and July 15, 2020, respectively.

The Coronavirus Aid, Relief, and Economic Security ("CARES") Act, as amended,
contains substantial tax and spending provisions intended to address the impact
of the COVID-19 pandemic, including PPP, a $659 billion program designed to aid
small- and medium-sized businesses through federally guaranteed loans
distributed through banks. As of June 30, 2020, the Company had originated
12,662 PPP loans totaling $2.3 billion to our customers, approximately 89% of
which were in amounts less than $350,000. The fees earned by originating these
loans will be accreted into interest income over the expected life of the loans.
Our second quarter results include $17.4 million of fees and interest
attributable to these loans. Many of the PPP loans originated were self-funded,
as recipients placed PPP loans in deposit accounts at the bank. This extra
liquidity improved our net interest margin but negatively impacted service
charges on deposits and certain other noninterest income items.

                                       45

--------------------------------------------------------------------------------

Table of Contents





Two other strategic actions taken included successfully raising $172.5 million
in subordinated notes and the opportunistic disposition of $497 million of
energy-related loans. The issuance of the subordinated notes, which have a 40
year maturity and 6.25% interest rate, are included in tier 2 capital, providing
additional capital to help support, among other things, the execution of an
overall de-risking of the balance sheet, including the energy loan sale.
Following these transactions, the Company remains in a solid capital position
with an excess over regulatory required capital levels, including the capital
conservation buffer. The execution of the energy loan sale has more closely
aligned our asset quality metrics with peers and has provided for more
granularity in the loan portfolio.

As noted above, our customers have taken measures to enhance their liquidity,
with significant draws on existing credit lines at the end of the first quarter,
participation in PPP, and seeking loan payment deferrals. Excluding the impact
of PPP, there was contraction of the portfolio due to repayment of amounts drawn
in first quarter compounded with general lack of loan demand. As funding from
government sponsored relief programs is utilized and economic conditions remain
depressed, loan demand will likely continue to fall in the near term. Also, with
historically low interest rates and as the effects of fees earned on PPP loan
diminish, pressure on the net interest margin will continue. On a positive note,
customers have taken advantage of the favorable rate environment to refinance
existing mortgages or purchase homes, which contributed favorably to the income
from secondary mortgage operations during the second quarter. Increased mortgage
origination volume will likely continue, albeit to a lesser extent, in the
short-term with the expectation of returning to typical levels by the year's
end. We continue to monitor and respond to the impact of the pandemic closely,
as well as any effects that may result from the CARES Act and future stimulus
programs; however, the extent to which the pandemic will impact our operations
and financial results during the remainder of 2020 and beyond is highly
uncertain.

Overview of Second Quarter 2020





The Company reported a net loss for the second quarter of 2020 of $117.1
million, or $(1.36) per diluted common share (EPS). The second quarter loss
reflects a provision for credit losses of $306.9 million that includes both an
additional reserve build in response to deterioration in the macroeconomic
environment from the pandemic and a provision related to the sale of $497
million in energy loans, discussed in more detail below. The Company reported a
net loss for the first quarter 2020 of $111.0 million, or $(1.28) EPS and net
income for the second quarter of 2019 of $88.3 million, or $1.01 EPS.



Subsequent to quarter end, on July 21, 2020, the Company closed on the sale of
$497 million of energy loans to certain funds and accounts managed by Oaktree
Capital Management, L.P. The sale includes reserve-based lending (RBL),
midstream and nondrilling service credits. The Company received proceeds of
approximately $257.5 million in the third quarter from the sale of these loans.
All loans included in the transaction were re-classified as held for sale as of
June 30, 2020, and charge-offs associated with the sale are reflected in the
Company's second quarter results. The portion of the provision for credit losses
related to the transaction totaled $160.1 million (pre-tax), or $(1.47) per
diluted share after tax (using a 21% income tax rate). The primary objective of
this sale is to continue de-risking our loan portfolio by accelerating the
disposition of assets that have been impacted by ongoing issues within the
energy industry, and have now been further complicated by the pandemic. As a
result of this transaction, both nonperforming assets and criticized loans show
significant improvement at June 30, 2020, and our energy portfolio concentration
was reduced from 4.4% to 1.7% of total loans, excluding PPP loans.

Second quarter 2020 results compared to first quarter 2020:

• Net loss was $117.1 million, or $(1.36) per diluted share, including a

provision for credit loss of $160.1 million (pre-tax) or $(1.47) per diluted

share after tax (using a 21% income tax rate) related to the energy loan

sale. Results also include a $146.8 million provision for credit losses,

primarily to build reserves for sectors hardest hit by the pandemic.

• Strengthened our allowance for credit losses to $479.2 million, or 2.12% of

total loans or 2.36% of total loans, excluding PPP loans, up from $475.0

million, or 2.21% of total loans.

• Net interest margin narrowed by 18 basis points (bps) to 3.23% driven by

lower rate environment.

• Pre-provision net revenue totaled $118.5 million in the second quarter of

2020, an increase of $2.8 million, or 2.4%, linked-quarter.

• Net loan growth of $1.1 billion includes an increase of $2.3 billion of

fully insured SBA PPP loans, partially offset by the $497 million energy


      loan sale and lower loan demand resulting from the pandemic.


   •  Criticized commercial loans were down $182 million, or 34%, and

nonperforming loans were down $94 million, or 33%, reflecting the impact of

the energy loan sale.

• Total deposits increased $2.3 billion as a result of additional customer

liquidity from PPP and other economic stimulus funds.

• Capital remains solid with common equity Tier 1 (CET1) ratio of 9.77% and

tangible common equity (TCE) ratio of 7.33%; all regulatory ratios are well

in excess of required levels, including capital conservation buffer.

• Liquidity remains strong with over $17 billion in available sources of


      funding.




                                       46

--------------------------------------------------------------------------------

Table of Contents





The second quarter's results reflect our continued focus on de-risking our
balance sheet in light of today's environment. We made a strategic decision to
opportunistically divest a large portion of our energy portfolio and, based on
updated forecasts, we built a stronger level of reserves for what appears to be
a longer and possibly deeper impact to our economies related to the pandemic.
Despite those charges, our pre-provision net revenue improved linked-quarter,
our capital remains solid and we expect that our actions through the first half
of 2020 will provide a stronger reserve with less risk in the balance sheet,
which should in turn lead to improved returns for our shareholders. We remain
committed to helping both our clients and associates manage through this event.



RESULTS OF OPERATIONS

Net Interest Income

Net interest income (te) for the second quarter of 2020 was $241.1 million, a
$6.5 million, or 3%, increase from the first quarter of 2020. Compared to the
second quarter of 2019, net interest income (te) increased $17.5 million, or 8%.
The linked quarter increase is primarily attributable to a $2.4 billion increase
in average earning assets, of which $1.7 billion was the result of PPP loan
originations and $0.6 billion was an increase in average short-term investments.
The increase in interest income on earning assets was partially offset by
negative impacts of a lower rate environment and a $2.5 million decrease in
purchase accounting accretion. The increase compared to the same quarter of 2019
is attributable to an increase in earning asset balances, partially offset by
the impact of a lower rate environment. The increase in earning asset balances
is attributable to PPP loans and the increase in short term investments
mentioned above, as well as the acquisition of MidSouth in the third quarter of
2019.

The net interest margin for the second quarter of 2020 was 3.23%, down 18 bps
from the first quarter of 2020. The decrease is primarily due to the impact of
the lower rate environment on earnings assets (11 bps), excess liquidity on the
balance sheet in response to COVID-19 (6 bps), a $2.5 million reduction in
purchase accounting accretion (4 bps) and a higher level of nonaccrual interest
reversals (2 bps), partially offset by the impact of the PPP loans (5 bps)
originated during the quarter.

The decline in Prime and LIBOR rates negatively impacted the yield on loans by
52 bps as approximately 54% of our loan portfolio is variable rate, with about
90% of those tied to either LIBOR or Prime. Approximately 40% of our variable
rate loans have floors, most of which have been reached. Proactive deposit
pricing and changes in wholesale funding, positively impacted the net interest
margin by 29 bps.

Compared to the second quarter of 2019, the net interest margin decreased 22
bps, primarily driven by the lower rate environment that resulted in a 77 bp
drop in the earning asset yield, partially offset by a 55 bp drop in the cost of
funds.

Net interest income (te) for the first six months of 2020 was $475.7 million, up
$29.1 million, or 7% from the first six months of 2019. The increase was largely
driven by a $2.8 billion increase in average earning assets, primarily due to
the MidSouth acquisition at the end of the third quarter of 2019, as well as the
SBA PPP loans added during the second quarter of 2020. The increase in earning
assets, coupled with a lower rate environment that helped drive down deposit and
borrowing costs, was partially offset by the impact of lower yields on earning
assets. Net interest margin was 3.31% for the first six months of 2020, down 14
bps from first six months of 2019.

We expect the net interest margin to remain relatively stable at current levels
during the second half of 2020. We anticipate cash inflows from PPP loan
forgiveness during the latter part of this year and lower levels of purchase
accounting accretion to be headwinds to our margin, but we expect continued
decreased funding costs to offset these factors. Management remains focused on
maximizing return on excess liquidity resulting from the expected cash inflows.

                                       47

--------------------------------------------------------------------------------

Table of Contents





The following tables detail the components of our net interest income (te) and
net interest margin.



                                                                                          Three Months Ended
                                               June 30, 2020                                March 31, 2020                               June 30, 2019
(dollars in millions)               Volume       Interest (d)       Rate    

Volume Interest (d) Rate Volume Interest (d)

Rate


Average earning assets
Commercial & real estate loans
(te) (a)                          $ 17,931.8     $       165.3        3.71 

% $ 16,109.2 $ 182.5 4.56 % $ 15,081.9 $ 185.3 4.93 % Residential mortgage loans

           2,923.2              28.4        3.89 %      2,969.0              29.5        3.98 %      2,969.7              30.1        4.06 %
Consumer loans                       2,102.0              25.3        4.85 %      2,155.9              29.4        5.48 %      2,098.5              30.3        5.79 %
Loan fees & late charges                   -              11.8        0.00 %            -              (0.6 )      0.00 %            -              (0.1 )      0.00 %
Total loans (te) (b)                22,957.0             230.8        4.04 %     21,234.1             240.8        4.56 %     20,150.1             245.6        4.89 %
Loans held for sale                     90.0               0.6        2.89 %         40.3               0.6        6.17 %         27.9               0.3        4.96 %
US Treasury and government
agency securities                      127.1               0.8        2.31 %        124.7               0.8        2.37 %        126.0               0.7        2.30 %
Mortgage-backed securities and
  collateralized mortgage
obligations                          5,128.2              30.4        2.37 %      5,139.5              31.3        2.44 %      4,550.1              29.0        2.55 %
Municipals (te)                        866.3               6.6        3.06 %        877.2               6.7        3.07 %        906.8               7.1        3.12 %
Other securities                         8.0               0.1        4.31 %          8.0               0.1        4.29 %          3.5               0.0        3.30 %
Total securities (te) (c)            6,129.6              37.9        2.47 %      6,149.4              38.9        2.53 %      5,586.4              36.8        2.64 %
Total short-term investments           837.2               0.3        0.11 %        206.9               0.5        0.87 %        228.5               1.4        2.36 %
Total earning assets (te)         $ 30,013.8     $       269.6        3.61 %   $ 27,630.7     $       280.8        4.08 %   $ 25,992.9     $       284.1        4.38 %
Average interest-bearing
liabilities
Interest-bearing transaction
and savings deposits              $  9,387.3     $         4.4        0.19 %   $  8,798.5     $        12.7        0.58 %   $  8,026.0     $        15.3        0.76 %
Time deposits                        3,005.1              11.9        1.60 %      3,513.2              15.4        1.76 %      3,817.8              19.4        2.03 %
Public funds                         3,320.3               6.3        0.76 %      3,252.2              10.8        1.33 %      3,194.1              15.2        1.91 %
Total interest-bearing deposits     15,712.7              22.6        0.58 %     15,563.9              38.9        1.01 %     15,037.9              49.9        1.33 %
Short-term borrowings                2,254.7               2.3        0.40 %      2,150.2               4.5        0.83 %      1,617.8               7.8        1.94 %
Long-term debt                         276.9               3.6        5.19 %        231.4               2.8        4.76 %        232.3               2.8        4.86 %
Total borrowings                     2,531.6               5.9        0.93 %      2,381.6               7.3        1.22 %      1,850.1              10.6        2.31 %
Total interest-bearing
liabilities                         18,244.3              28.5        0.63 %     17,945.5              46.2        1.03 %     16,888.0              60.5        1.44 %
Net interest-free funding
sources                             11,769.5                                      9,685.2                                      9,104.9
Total cost of funds               $ 30,013.8     $        28.5        0.38 %   $ 27,630.7     $        46.2        0.67 %   $ 25,992.9     $        60.5        0.93 %
Net interest spread (te)                         $       241.1        2.98 %                  $       234.6        3.05 %                  $       223.6        2.94 %
Net interest margin               $ 30,013.8     $       241.1        3.23 %   $ 27,630.7     $       234.6        3.41 %   $ 25,992.9     $       223.6        3.45 %



(a) Taxable equivalent (te) amounts were calculated using a federal income tax

rate of 21%.

(b) Includes nonaccrual loans.

(c) Average securities do not include unrealized holding gains/losses on

available for sale securities.

(d) Included in interest income is net purchase accounting accretion of $3.7

million, $6.2 million and $4.8 million for the three months ended June 30,


    2020, March 31, 2020 and June 30, 2019, respectively.




                                       48

--------------------------------------------------------------------------------


  Table of Contents



                                                                  Six Months Ended
                                               June 30, 2020                             June 30, 2019
(dollars in millions)                Volume        Interest       Rate         Volume        Interest       Rate
Average earning assets
Commercial & real estate loans
(te) (a)                           $ 17,020.5     $    347.9        4.11 %   $ 15,072.1     $    365.8        4.89 %
Residential mortgage loans            2,946.1           57.9        3.93 %      2,956.1           61.2        4.14 %
Consumer loans                        2,128.9           54.7        5.17 %      2,110.4           60.2        5.75 %
Loan fees & late charges                    -           11.2        0.00 %            -           (1.0 )      0.00 %
Total loans (te) (b)                 22,095.5          471.7        4.29 %     20,138.6          486.2        4.86 %
Loans held for sale                      65.1            1.3        3.91 %         24.3            0.6        4.96 %
US Treasury and government
agency securities                       125.9            1.5        2.34 %        124.9            1.4        2.28 %
Mortgage-backed securities and
collateralized mortgage
obligations                           5,133.8           61.7        2.40 %      4,574.6           58.9        2.58 %
Municipals (te)                         871.8           13.4        3.06 %        918.3           14.5        3.14 %
Other securities                          8.0            0.2        4.30 %          3.5            0.1        3.19 %
Total securities (te) (c)             6,139.5           76.8        2.50 %      5,621.3           74.9        2.66 %
Total short-term investments            522.1            0.6        0.26 %        222.4            2.5        2.28 %
Total earning assets (te)          $ 28,822.2     $    550.4        3.83 %   $ 26,006.6     $    564.2        4.36 %
Average interest-bearing
liabilities
Interest-bearing transaction and
savings deposits                   $  9,092.9     $     17.1        0.38 %   $  8,054.1     $     30.0        0.75 %
Time deposits                         3,259.1           27.4        1.69 %      3,780.8           37.4        1.99 %
Public funds                          3,286.3           17.1        1.04 %      3,127.7           28.6        1.85 %
Total interest-bearing deposits      15,638.3           61.6        0.79 %     14,962.6           96.0        1.29 %
Short-term borrowings                 2,202.4            6.7        0.61 %      1,651.2           15.9        1.93 %
Long-term debt                          254.2            6.3        5.00 %        228.6            5.6        4.92 %
Total borrowings                      2,456.6           13.0        1.07 %      1,879.8           21.5        2.31 %
Total interest-bearing
liabilities                          18,094.9           74.6        0.83 %     16,842.4          117.5        1.41 %
Net interest-free funding
sources                              10,727.3                                   9,164.2
Total cost of funds                $ 28,822.2     $     74.6        0.52 %   $ 26,006.6     $    117.5        0.91 %
Net interest spread (te)                          $    475.8        3.00 %                  $    446.7        2.96 %
Net interest margin                $ 28,822.2     $    475.8        3.31 %   $ 26,006.6     $    446.7        3.45 %



(a) Taxable equivalent (te) amounts were calculated using a federal income tax

rate of 21%.

(b) Includes nonaccrual loans.

(c) Average securities do not include unrealized holding gains/losses on

available for sale securities.

(d) Included in interest income is net purchase accounting accretion of $9.9

million and $9.8 million for the six months ended June 30, 2020 and 2019,


    respectively.




Provision for Credit Losses

During the second quarter of 2020, we recorded a provision for credit losses
totaling $306.9 million, compared to $246.8 million in the first quarter of 2020
and $8.1 million in the second quarter of 2019. The provisions for credit losses
recorded in the first and second quarters of 2020 include increases to the
allowance for credit losses as a result of the impact of the pandemic and
widespread economic shutdown. Approximately $146.8 million of the second quarter
2020 provision for credit losses was due to the impact of updated forecasts and
continued elevated charge-offs. The updated Moody's macroeconomic forecast
scenarios reflected a more severe impact to our markets, which are more heavily
concentrated in hospitality, retail trade, healthcare and energy. The energy
loan sale resulted in additional provision for credit losses of $160.1 million
in the second quarter of 2020, which included charge-offs of $242.6 million and
a reserve release of $82.5 million. For the six months ended June 30, 2020, we
recorded a total provision for credit losses of $553.7 million, compared to
$26.1 million for the six months ended June 30, 2019. The year-over-year
increase was also related to the impact of the pandemic and widespread economic
shutdown and the additional provision related to the energy loan sale.

Net charge-offs in the second quarter of 2020 were $302.7 million, or 5.30% of
average total loans on an annualized basis, compared to $43.8 million or 0.83%
in the first quarter of 2020, and $7.2 million, or 0.14% in the second quarter
of 2019. The second quarter of 2020 included $242.6 million of charge-offs on
the energy loans moved to held for sale as a part of our strategy to reduce our
concentration in that portfolio. The remaining $60.1 million of second quarter
2020 net charge-offs includes $20.7 million of healthcare-related and $25.9
million of energy-related charge-offs. The first quarter of 2020 included $35.9
million of energy-related net charge-offs, largely in the reserve based lending
subsector.

The discussion of Allowance for Credit Losses and Asset Quality later in this Item provides additional information on these changes and on general credit quality.


                                       49

--------------------------------------------------------------------------------


  Table of Contents



Noninterest Income

Noninterest income totaled $73.9 million for the second quarter of 2020, down
$10.4 million, or 12%, from the first quarter of 2020 and down $5.3 million, or
7%, compared to the second quarter of 2019. The decrease in noninterest income
linked-quarter was primarily attributable to lower service charges as a result
of higher average balances on deposit accounts following PPP loan fundings,
stimulus payments and a lower level of consumer spending. Card fees were also
negatively impacted by a lower level of spending. Almost all other categories of
fees were down with the exception of secondary mortgage market fees and
derivative fees. A $1.5 million gain on the sale of historic tax credits was
also recorded in the first quarter of 2020. The decrease in noninterest income
compared to the prior year was largely due to lower levels of income in all
categories with the exception of secondary mortgage market fees and derivative
fees, as a result of the current economic environment.

The components of noninterest income are presented in the following table for
the indicated periods.



                                                Three Months Ended                   Six Months Ended
                                      June 30,       March 31,      June 30,             June 30,
(in thousands)                          2020           2020           2019          2020          2019
Service charges on deposit accounts   $  15,518     $    22,837     $  20,723     $  38,355     $  41,090
Trust fees                               14,160          14,806        15,904        28,966        31,028
Bank card and ATM fees                   15,957          17,362        16,619        33,319        31,909
Investment and annuity fees and
insurance commissions                     5,366           7,150         6,591        12,516        13,119
Secondary mortgage market
operations                                9,808           6,053         4,433        15,861         8,159
Income from bank-owned life
insurance                                 3,317           4,266         4,083         7,583         7,348
Credit related fees                       2,609           3,065         2,937         5,674         5,532
Income from derivatives                   4,108           3,871         3,600         7,979         4,409
Other miscellaneous                       3,100           4,977         4,360         8,077         7,159
Total noninterest income              $  73,943     $    84,387     $  79,250     $ 158,330     $ 149,753




Service charges are composed of overdraft and insufficient funds fees, consumer,
business and corporate analysis service charges, overdraft protection fees and
other customer transaction-related charges. Service charges on deposits totaled
$15.5 million for the second quarter of 2020, down $7.3 million, or 32%, from
the first quarter of 2020 and down $5.2 million, or 25%, from the second quarter
of 2019. The decrease from the prior quarter, as well as the same quarter last
year, was largely due to lower overdraft activity and service-charge fees
resulting from higher customer account balances due to economic stimulus,
supplemental unemployment payments and PPP loan proceeds, as well as lower
consumer spending due to quarantine restrictions and, to a lesser extent, a
broadened policy for fee waivers.

Trust fees decreased $0.6 million, or 4%, linked quarter and decreased $1.7
million, or 11%, from the same quarter a year ago. The decrease compared to both
periods was largely due to the downturn in the market beginning at the end of
the first quarter of 2020 and continuing through much of the second quarter of
2020, impacting assets under management and related trust fees. The estimated
fair value of trust assets under management as of June 30, 2020 was $8.8
billion, compared to $8.3 billion at March 31, 2020, and $9.4 billion at June
30, 2019.

Bank card and ATM fees include interchange and other income from credit and
debit card transactions, fees earned from processing card transactions for
merchants, and fees earned from ATM transactions. Bank card and ATM fees totaled
$16.0 million for the second quarter of 2020, down $1.4 million, or 8%, from the
first quarter of 2020 and down $0.7 million, or 4%, from the same quarter last
year. Economic uncertainty caused by the pandemic has resulted in an overall
decrease in spending and transaction volume, which has negatively impacted
income in this category.

Investment and annuity fees and insurance commissions decreased $1.8 million, or
25%, compared to first quarter 2020 primarily due to decreases across most
product lines due to both a disruption in the financial centers and a drop in
the values of underlying portfolio holdings as a result of pandemic-related
market volatility. Investment and annuity fees and insurance commissions
decreased $1.2 million, or 19%, compared to second quarter 2019 largely due to
the same reasons as the drop from the prior quarter, however corporate
underwriting fees were up $0.2 million.

Income from secondary mortgage market operations is comprised of income produced
from the origination and sales of residential mortgage loans in the secondary
market. Income from secondary mortgage market operations was $9.8 million in the
second quarter of 2020, up $3.8 million, or 62%, from the first quarter of 2020
and up $5.4 million, or 121%, from the second quarter of 2019. Origination
volume during the second quarter of 2020, particularly when compared to the
second quarter of 2019, was positively impacted by the lower rate environment.
Mortgage production for the second quarter of 2020 was up 67% compared to the
first quarter of 2020 and up 76% compared to the second quarter of 2019.
Secondary mortgage market operations income will vary based on origination
volume and the timing of subsequent sales. To the extent low interest rate
trends persist, mortgage loan production may remain elevated in the near term.

                                       50

--------------------------------------------------------------------------------

Table of Contents





Income from bank-owned life insurance is generated through insurance benefit
proceeds as well as the growth of the cash surrender value of insurance
contracts held. Income from bank-owned life insurance was $3.3 million in the
second quarter of 2020, down $0.9 million, or 22%, from the first quarter of
2020 and down $0.8 million, or 19%, from the second quarter of 2019. The
linked-quarter decrease is attributable to the fact that there were no benefit
proceeds recorded in the second quarter of 2020, compared to $0.8 million in the
first quarter of 2020 and $0.6 million in the second quarter of 2019.

Credit related fees include unused commitment fees and letter of credit fees.
Credit related fees were $2.6 million for the second quarter of 2020, down $0.5
million, or 15%, from the first quarter of 2020 and down $0.3 million, or 11%,
from the second quarter of 2019. The linked quarter decrease was due to both
lower unused commitment fees and letter of credit fees, with the decrease over
the same quarter last year primarily due to lower unused commitment fees, as
customers drew on their lines as a source of liquidity as a cautionary measure
in response to the pandemic.

Income from our customer interest rate derivative program totaled $4.1 million
for the second quarter of 2020 compared to $3.9 million in the first quarter of
2020 and $3.6 million for the second quarter of 2019. Increased derivative
income reflects higher transaction volume due to customer demand given the lower
interest rates in the second quarter of 2020. Derivative income can be volatile
and is dependent upon the composition of the portfolio, customer sales activity
and market value adjustments due to market interest rate movement.

Other miscellaneous income was $3.1 million in the second quarter of 2020, down
$1.9 million compared to the first quarter of 2020 and down $1.3 million
compared to the second quarter of 2019. The decrease compared to the prior
quarter was largely due to a $1.5 million gain on the sale of historic tax
credits in the prior quarter as well as a decrease of $0.5 million in income
from investments in small business investment companies, partially offset by a
$0.1 million increase in syndication fees. The decrease compared to the second
quarter of 2019 includes a decrease of $1.4 million in income from investments
in small business investment companies, partially offset by a $0.2 million
increase in syndication fees.

Noninterest income for the first six months of 2020 totaled $158.3 million, up
$8.6 million, or 6% from the first six months of 2019. The impact of the lower
rate environment drove a surge in activity in secondary mortgage market
operations with fees up $7.7 million or 94%, as well as an increase in
derivative activity, with fees up $3.6 million, or 81%. Also included in the
first six months of 2020 was a $1.5 million gain on the sale of historic tax
credits. Card fees were up $1.4 million, or 4%, due largely to increased
activity as a result of the acquisition of MidSouth in the third quarter of
2019. These increases were partially offset by lower service charges, down $2.7
million and trust fees, down $2.1 million.

Noninterest Expense



Noninterest expense for the second quarter of 2020 was $196.5 million, down $6.8
million, or 3%, from the first quarter of 2020, and up $13.0 million, or 7%,
from the second quarter of 2019. The linked quarter decrease is largely due to
write downs of $9.8 million of equity interests recorded in the first quarter of
2020. The increase over the same quarter of 2019 is largely due to an increase
in personnel costs related to annual merit raises as well as the acquisition of
MidSouth and additional costs incurred in response to the pandemic.

                                       51

--------------------------------------------------------------------------------

Table of Contents





The components of noninterest expense for the periods indicated are presented in
the following tables.



                                                Three Months Ended                  Six Months Ended
                                      June 30,      March 31,      June 30,             June 30,
(in thousands)                          2020           2020          2019          2020          2019
Compensation expense                  $  98,756     $   91,071     $  87,747     $ 189,827     $ 171,715
Employee benefits                        21,653         22,478        18,888        44,131        38,618
Personnel expense                       120,409        113,549       106,635       233,958       210,333
Net occupancy expense                    13,559         12,522        12,961        26,081        24,945
Equipment expense                         4,752          4,617         4,342         9,369         9,021
Data processing expense                  21,250         22,047        20,088        43,297        39,419
Professional services expense            10,985          9,741         9,665        20,726        17,833
Amortization of intangible assets         5,169          5,345         5,047        10,514        10,185
Deposit insurance and regulatory
fees                                      5,116          5,815         4,755        10,931        10,161
Other real estate and foreclosed
asset (income) expense                     (460 )       10,130           395         9,670          (596 )
Advertising                               2,696          4,234         3,253         6,930         6,333
Corporate value and franchise taxes       4,481          4,296         4,215         8,777         8,257
Telecommunications and postage            3,374          4,065         3,363         7,440         6,829
Entertainment and contributions           3,384          2,447         2,742         5,831         5,450
Travel expense                              396          1,111         1,344         1,507         2,442
Printing and supplies                     1,627          1,108         1,092         2,735         2,261
Tax credit investment amortization          961            961         1,234         1,921         2,372
Other retirement expense                 (6,337 )       (6,122 )      (4,152 )     (12,459 )      (8,257 )
Other miscellaneous                       5,177          7,469         6,588        12,646        12,279
Total noninterest expense             $ 196,539     $  203,335     $ 

183,567 $ 399,874 $ 359,267




Personnel expense consists of salaries, incentive compensation, long-term
incentives, payroll taxes, and other employee benefits such as 401(k), pension,
and medical, life and disability insurance. Personnel expense totaled $120.4
million for the second quarter of 2020, up $6.9 million, or 6%, compared to the
prior quarter due primarily to higher compensation expense related to annual
merit increases, overtime related to an increase in the volume of mortgage
origination and implementation of the PPP and other support costs in response to
the pandemic. Incentive compensation increased $2.5 million from the prior
quarter, primarily related to the increase in mortgage production. Compared to
the second quarter of 2019, personnel costs were up $13.8 million, or 13%,
primarily related to annual merit increases, and the acquisition of MidSouth.

Occupancy and equipment expenses are primarily composed of lease expenses,
depreciation, maintenance and repairs, rent, taxes, and other expenses related
to equipment used by the Company. Occupancy and equipment expenses totaled $18.3
million in the second quarter of 2020, up $1.2 million, or 7%, from the first
quarter of 2020 and up $1.0 million, or 6%, from the second quarter of 2019. The
linked-quarter increase was largely due to additional cleaning expenses and the
installation of additional safety measures related to the pandemic, as well as
annual insurance payments made during the second quarter of 2020. The increase
compared to the second quarter of 2019 is largely attributable to locations
added in the MidSouth acquisition, as well as additional pandemic related costs,
and equipment maintenance, partially offset by lower expenses associated with
building maintenance and utilities.

Data processing expense includes expenses related to third party technology
processing and servicing costs, technology project costs and fees associated
with bankcard and ATM transactions. Data processing expense was $21.3 million
for the second quarter of 2020, down $0.8 million, or 4%, to the first quarter
of 2020, and up $1.2 million, or 6%, compared to the second quarter of 2019.
Data processing expense was down from the first quarter of 2020 due to lower
level of ATM and card activity. The increase from the second quarter of 2019 was
primarily due to investments in new technology, as well as expenses from
increased card activity as a result of the acquisition of MidSouth.

Professional services expense for the second quarter of 2020 totaled $11.0 million, up $1.2 million, or 13%, compared to the previous quarter and $1.3 million, or 14%, from the second quarter of 2019. The increase over the first quarter of 2020 and the second quarter of 2019 is primarily attributable to higher consulting fees, including support related to the PPP, and legal fees.



Deposit insurance and regulatory fees totaled $5.1 million, down $0.7 million,
or 12%, from the first quarter of 2020 and up $0.4 million, or 8%, from the
second quarter of 2019. The decrease from the prior quarter is largely due to
the favorable impact of an improved liquidity position in the risk based
assessment, due in part to favorable treatment of PPP loans. The increase
compared to 2019 is primarily due to higher assessment base and rates, largely
driven by the MidSouth acquisition.

Corporate value and franchise tax expense for the second quarter of 2020 totaled
$4.5 million, up $0.2 million, or 4%, compared to the prior quarter and $0.3
million, or 6%, compared to the same quarter last year. The increase from both
the prior quarter and the first

                                       52

--------------------------------------------------------------------------------

Table of Contents

quarter of 2019 is primarily attributable to the impact the acquisition of MidSouth had on our operations and the corresponding effect on our corporate value and franchise tax calculations.



Business development-related expenses (including advertising, travel,
entertainment and contributions) were $6.5 million for the second quarter of
2020, down $1.3 million, or 17%, from the first quarter of 2020 and $0.9
million, or 12%, from the second quarter of 2019. The linked-quarter decrease
was largely due to a $1.5 million decrease in advertising and a reduction in
travel as a result of the pandemic, partially offset by a $2.5 million
contribution as an investment in Gulf South communities to help with the effects
of the pandemic. The year over year decrease was largely due to a decrease in
travel as a result of the pandemic and a decrease in advertising.

Other real estate and foreclosed asset income of $0.5 million reflects gains in
excess of losses for the second quarter of 2020, compared to expense of $10.1
million in the first quarter of 2020 and expense of $0.4 million in the second
quarter of 2019. First quarter of 2020 expense included a non-cash write-down
totaling $9.8 million of equity interests in two energy-related companies
received in borrower bankruptcy restructurings.

All other expenses, excluding amortization of intangibles, totaled $4.8 million
for the second quarter of 2020, a decrease of $2.7 million, or 36% from the
first quarter of 2020 and down $3.3 million, or 41% from the second quarter of
2019. The linked-quarter decrease was primarily due to branch write downs of
$1.2 million in the first quarter of 2020 and lower telephone and postage
expense. Year over year decrease was due to lower other retirement expense due
to the performance of plan assets, lower printing and supplies expense and lower
miscellaneous expense.

Total noninterest expense totaled $399.9 million for the first six months of
2020, up $40.6 million or 11% from the same period last year. Personnel expense
was up $23.6 million, or 11%, related to the MidSouth acquisition, merit-based
compensation increases and other costs associated with the pandemic, including
the implementation of the Paycheck Protection Program. Other real estate expense
is up $10.3 million with a $9.8 million write-down of equity interest in energy
related companies during the first quarter of 2020. Data processing was up $3.9
million with an increase in ATM and card fee activity with the acquisition of
MidSouth, as well as an increase in software amortization. Professional services
expense was up $2.9 million, or 16%. These increases were partially offset by a
$4.2 million decrease in other retirement expense with better performance from
plan assets.

Income Taxes

The effective income tax rate for the second quarter of 2020 was approximately
38.9%, compared to 17.5% in the first quarter of 2020 and 17.9% in the second
quarter of 2019. Many factors impact the effective tax rate including, but not
limited to, the level of pre-tax income and the relative impact of net tax
benefits related to tax credit investments, tax-exempt interest, bank-owned life
insurance, and nondeductible expenses. The increase in the second quarter 2020
effective tax rate was largely attributable to the sizable pre-tax loss incurred
year-to-date, which caused a significant decrease in our projected annual
pre-tax income as compared to the prior quarter.

Additionally, the effective tax rate could be impacted by discrete items that
may occur in any given period, such as tax benefits from share-based
compensation and changes in valuation allowances that are recognized as a
separate component from continuing operations in the interim period the items
impact. The effect of a change in tax laws or rates on existing deferred tax
assets and liabilities are also recognized as a discrete item in the interim
period that includes the enactment date of the change. As such, we recognized a
discrete benefit of $7.1 million in the first quarter of 2020 related to our
intent to carryback a net operating loss attribute that we inherited from an
acquired entity to a 35% statutory tax rate year (provided for under the CARES
Act).

Our effective tax rate has historically varied from the federal statutory rate
primarily because of tax-exempt income and tax credits. Interest income on bonds
issued by or loans to state and municipal governments and authorities, and
earnings from the life insurance contract program are the major components of
tax-exempt income. The main source of tax credits has been investments in
tax-advantaged securities and tax credit projects. These investments are made
primarily in the markets we serve and are directed at tax credits issued under
the Federal and State New Market Tax Credit ("NMTC") programs, Low-Income
Housing Tax Credit ("LIHTC") programs, as well as pre-2018 Qualified Zone
Academy Bonds ("QZAB") and Qualified School Construction Bonds ("QSCB"). These
investments generate tax credits, which reduce current and future taxes and are
recognized when earned as a benefit in the provision for income taxes.

We have invested in NMTC projects through investments in our own Community
Development Entity ("CDE"), as well as other unrelated CDEs. Federal tax credits
from NMTC investments are recognized over a seven-year period, while recognition
of the

                                       53

--------------------------------------------------------------------------------

Table of Contents





benefits from state tax credits varies from three to five years. Our LIHTC
investments to date are through variable interest entities for which the Company
is not the primary beneficiary and, therefore, are not consolidated. LIHTC
credits from the affordable housing projects are recognized over a ten-year
period, beginning with the year the rental activity begins, as a reduction of
the provision for income taxes.

Based on tax credit investments that have been made to date in 2020, we expect
to realize benefits from federal and state tax credits over the next three years
totaling $7.8 million, $8.6 million and $8.5 million for 2021, 2022, and 2023,
respectively. We intend to continue making investments in tax credit projects.
However, our ability to access new credits will depend upon, among other
factors, federal and state tax policies and the level of competition for such
credits.

Selected Financial Data

The following tables contain selected financial data as of the dates and for the
periods indicated.



                                                Three Months Ended                  Six Months Ended
                                      June 30,       March 31,      June 30,            June 30,
                                        2020           2020           2019          2020         2019
Common Share Data
Earnings per share:
Basic                                 $   (1.36 )   $     (1.28 )   $    1.01     $  (2.64 )   $   1.92
Diluted                               $   (1.36 )   $     (1.28 )   $    1.01     $  (2.64 )   $   1.92
Cash dividends paid                   $    0.27     $      0.27     $    0.27     $   0.54     $   0.54
Book value per share (period-end)     $   38.41     $     39.65     $   38.70     $  38.41     $  38.70
Tangible book value per share
(period-end)                          $   27.38     $     28.56     $   28.46     $  27.38     $  28.46
Weighted average number of shares
(000s):
Basic                                    86,301          87,186        85,728       86,744       85,708
Diluted                                  86,301          87,186        85,835       86,744       85,810
Period-end number of shares (000s)       86,342          86,275        85,759       86,342       85,759






                                                Three Months Ended                    Six Months Ended
                                       June 30,      March 31,       June 30              June 30
(in thousands)                           2020           2020          2019           2020          2019
Income Statement:
Interest income                       $  266,342     $  277,343     $ 280,378     $  543,685     $ 556,661
Interest income (te) (a)                 269,590        280,791       284,096        550,381       564,203
Interest expense                          28,476         46,155        60,510         74,631       117,539
Net interest income (te)                 241,114        234,636       223,586        475,750       446,664
Provision for credit losses              306,898        246,793         8,088        553,691        26,131
Noninterest income                        73,943         84,387        79,250        158,330       149,753
Noninterest expense (excluding
amortization of intangibles)             191,370        197,990       178,520        389,360       349,082
Amortization of intangibles                5,169          5,345         5,047         10,514        10,185
Income before income taxes              (191,628 )     (134,553 )     107,463       (326,181 )     203,477
Income tax expense (benefit)             (74,556 )      (23,520 )      19,186        (98,076 )      36,036
Net income (loss)                     $ (117,072 )   $ (111,033 )   $  88,277     $ (228,105 )   $ 167,441
For informational purposes -
included above, pre-tax
Provision for credit loss
associated with energy loan sale      $  160,101              -             -     $  160,101             -


                                       54

--------------------------------------------------------------------------------


  Table of Contents





                                                  Three Months Ended                    Six Months Ended
                                      June 30,        March 31,        June 30,             June 30,
                                        2020            2020             2019          2020          2019
Performance Ratios
Return on average assets                  (1.42 )%         (1.46 )%         1.24 %      (1.44 )%       1.18 %
Return on average common equity          (13.59 )%        (12.72 )%        10.96 %     (13.15 )%      10.64 %
Return on average tangible common
equity                                   (18.75 )%        (17.51 )%        15.07 %     (18.13 )%      14.73 %
Earning asset yield (te)                   3.61 %           4.08 %          4.38 %       3.83 %        4.36 %
Total cost of funds                        0.38 %           0.67 %          0.93 %       0.52 %        0.91 %
Net Interest Margin (te)                   3.23 %           3.41 %          3.45 %       3.31 %        3.45 %
Noninterest income to total revenue
(te)                                      23.74 %          26.45 %         26.17 %      24.97 %       25.11 %
Efficiency ratio (b)                      60.74 %          62.06 %         58.95 %      61.41 %       58.53 %
Average loan/deposit ratio                85.97 %          87.28 %         87.09 %      86.60 %       87.08 %
FTE employees (period-end)                4,196            4,148           3,930        4,196         3,930
Capital Ratios
Common stockholders' equity to
total assets                               9.98 %          10.77 %         11.54 %       9.98 %       11.54 %
Tangible common equity ratio (c)           7.33 %           8.00 %          8.75 %       7.33 %        8.75 %



(a) Taxable equivalent (te) amounts were calculated using a federal income tax

rate of 21%.

(b) The efficiency ratio is noninterest expense to total net interest (te) and

noninterest income, excluding amortization of purchased intangibles and

nonoperating items.

(c) The tangible common equity ratio is common stockholders' equity less


    intangible assets divided by total assets less intangible assets.






                                             Three Months Ended                  Six Months Ended
                                   June 30,      March 31,      June 30,             June 30,
($ in thousands)                     2020           2020          2019          2020          2019
Asset Quality Information
Nonaccrual loans (a) (b)           $ 183,979     $  254,058     $ 209,831     $ 183,979     $ 209,831
Restructured loans - still
accruing                               9,848         34,251       101,250         9,848       101,250
Total nonperforming loans            193,827        288,309       311,081       193,827       311,081
ORE and foreclosed assets             18,724         18,460        27,520        18,724        27,520
Total nonperforming assets         $ 212,551     $  306,769     $ 338,601     $ 212,551     $ 338,601
Accruing loans 90 days past due
(c)                                $   5,230     $   17,790     $   6,493     $   5,230     $   6,493
Net charge-offs                      302,684         43,764         7,151       346,448        25,020
Allowance for loan losses            442,638        426,003       195,625       442,638       195,625
Reserve for unfunded lending
commitments                           36,571         48,992             -        36,571             -
Allowance for credit losses          479,209        474,995       195,625       479,209       195,625
Total provision for credit
losses                               306,898        246,793         8,088       553,691        26,131
Ratios:
Nonperforming assets to loans,
ORE and foreclosed assets               0.94 %         1.42 %        1.68 %        0.94 %        1.68 %
Accruing loans 90 days past due
to loans                                0.02 %         0.08 %        0.03 %        0.02 %        0.03 %
Nonperforming assets + accruing
loans 90 days past due to loans,
ORE and foreclosed assets               0.96 %         1.51 %        1.71 %        0.96 %        1.71 %
Net charge-offs to average loans        5.30 %         0.83 %        0.14 %        3.15 %        0.25 %
Allowance for loan losses to
period-end loans                        1.96 %         1.98 %        0.97 %        1.96 %        0.97 %
Allowance for credit losses to
period-end loans                        2.12 %         2.21 %        0.97 %        2.12 %        0.97 %
Allowance for loan losses to
nonperforming loans + accruing
loans 90 days past due                222.37 %       139.17 %       61.60 %      222.37 %       61.60 %
For informational purposes -
included above
Provision for credit loss
associated with energy loan sale   $ 160,101              -             -     $ 160,101             -
Charge-offs associated with
energy loan sale                     242,628              -             -       242,628             -

(a) Included in nonaccrual loans are nonaccruing restructured loans totaling

$55.2 million, $117.9 million and $99.1 million at June 30, 2020, March 31,

2020, and December 31, 2019, respectively.

(b) Nonaccrual loans do not include purchased credit impaired loans accounted for

under ASC 310-30 that would have otherwise been considered nonperforming,

totaling $10.3 million at 6/30/2019. Effective 1/1/2020, with the Adoption of


    ASC 326, such metrics include both originated and acquired balances.


                                       55

--------------------------------------------------------------------------------

Table of Contents

(c) Loans past due 90 days or more do not include purchased credit impaired loans

accounted for under ASC 310-30 that would have otherwise been considered

delinquent, totaling $2.6 million at 6/30/2019. Effective 1/1/2020, with the

adoption of ASC 326, such metrics include both originated and acquired

balances.

© Edgar Online, source Glimpses